Resource Capital Gold Announces Non-Brokered Financing for Up to $5 Million

Not for distribution to United States newswire services or for dissemination in the United States

VANCOUVER, British Columbia, Feb. 13, 2018 (GLOBE NEWSWIRE) -- RESOURCE CAPITAL GOLD CORP. (TSX-V:RCG) ("RCG" or the "Company") announces it is undertaking a non-brokered private placement for an aggregate of up to $5,000,000 of securities of RCG (the “Offering”), comprised of Units of the Company (the “Units”) at an issue price of $0.09 per Unit and units issued on a flow- through basis at a price of $0.10 per flow-through unit (the “FT Units”). Each Unit will consist of one common share (a “Common Share”) and one half of one common share purchase Warrant (a “Warrant”). Each FT Unit will be issued on a flow-through basis and consist of one Common Share and one half of one common share purchase Warrant. Each Warrant will be transferable and entitle the holder to acquire one Common Share for two years from the closing date at a price of C$0.12.

The gross proceeds from the sale of the FT Units will be used to fund work on the Company’s properties as qualifying Canadian Exploration Expenses as defined in subsection 127(9) of the Income Tax Act (Canada) which will be renounced to the subscribers with an effective date of December 31, 2018.

The net proceeds from the sale of the Units will be used for advancing the Company’s projects, working capital and general corporate purposes.

Finder’s fees may be payable on all or a portion of the Offering, and will consist of a cash fee equal to 6% on the gross proceeds received from the placement of FT Units and Units and that number of non-transferrable share purchase warrants (the “Finder Warrants”) equal to 6.0% of the FT Units and Units placed by the finders, each Finder Warrant entitling the holder to subscribe for one common share for two years from the closing date of the Offering at $0.12.

It is anticipated that the Offering will close in multiple tranches, with a final closing date no later than March 9, 2018 and will be subject to the completion of formal documentation, receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and other customary conditions. All of the securities sold pursuant to the Offering will be subject to a four month hold period from the date of closing.

Forward-Looking StatementsThis news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is generally identifiable by use of the words "believes," "may," "plans," "will," "anticipates," "intends," "could", "estimates", "expects", "forecasts", "projects" and similar expressions, and the negative of such expressions. Forward-looking information in this news release may include statements about the Company’s plans for Dufferin or its other projects and the respective timing for completion of any activities to further such plans, the results of the Preliminary Economic Assessment on the Dufferin Project or any other of the Company’s projects (“PEA”) and the ability of the Company to achieve those results, including capital and operating costs, mine life, anticipated internal rate of return and net present value, payback period, ramp-up periods, production costs, production parameters, recovery rates, assumptions on which the PEA is based including metal prices and exchange rates, and the Company’s prospects for growth and the ability to attain such growth.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including, without limitation, risks as a result of the Company having a limited operating history, uncertainty as to the ability to achieve the results described in the PEA as the PEA is preliminary in nature and may have a wide variance from actual results, risks from making a production decision without any feasibility study completed on the Company’s properties, uncertainty regarding the inclusion of inferred mineral resources in the mineral resource estimate which are too speculative geologically to be classified as mineral reserves, uncertainty regarding the ability to convert any part of the mineral resource into mineral reserves, uncertainty involving resource estimates and the ability to extract those resources economically, or at all, uncertainty involving drilling programs and the Company’s ability to expand and upgrade existing resource estimates, any applicable regulatory processes and actions, risks applicable to mining operations generally, and risk as a result of the Company being subject to certain covenants with respect to its activities by creditors, as well as other risks.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances at the date such statements are made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

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